Mastercraft Boat Holdings, INC. 424B3 Filing

Key Financial Figures

• $2.43 — s the " stock consideration ", and (ii) $2.43 in cash, without interest, which is ref
• $7.79 — d value of the merger consideration was $7.79 per share of Marine Products common sto
• $7.21 — d value of the merger consideration was $7.21 per share of Marine Products common sto
• $0.01 — of MasterCraft common stock, par value $0.01 per share, pursuant to the Agreement an

Filing Documents

• d46819d424b3.htm (424B3) — 2822KB
• g46819g00v01.jpg (GRAPHIC) — 314KB
• g46819g00v02.jpg (GRAPHIC) — 166KB
• g46819g14g14.jpg (GRAPHIC) — 36KB
• g46819g15g15.jpg (GRAPHIC) — 70KB
• g46819g51p91.jpg (GRAPHIC) — 35KB
• g46819g91t63.jpg (GRAPHIC) — 51KB
• 0001193125-26-138975.txt ( ) — 3741KB

From the Filing

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-294312 & TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT Dear Stockholders of MasterCraft and Marine Products: On behalf of the board of directors of MasterCraft Boat Holdings, Inc., which is referred to as " MasterCraft ", and Marine Products Corporation, which is referred to as " Marine Products ", we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed acquisition of Marine Products by MasterCraft. We are requesting that you take certain actions as a holder of MasterCraft common stock or Marine Products common stock, as more fully described in this joint proxy statement/prospectus. Each of the board of directors of MasterCraft and the board of directors of Marine Products (acting upon the recommendation of a special committee of the board of directors of Marine Products consisting solely of "disinterested directors" (as defined in Section 144 of the Delaware General Corporation Law), which is referred to as the " special committee ") has unanimously approved an Agreement and Plan of Merger, dated as of February 5, 2026, which, as may be amended from time to time, is referred to as the " merger agreement ", by and among MasterCraft, Titan Merger Sub 1, Inc., a direct wholly owned subsidiary of MasterCraft, which is referred to as " Merger Sub 1 ", Titan Merger Sub 2, LLC, a direct wholly owned subsidiary of MasterCraft, which is referred to as " Merger Sub 2 ", and Marine Products. Subject to the terms and conditions of the merger agreement, which are more fully described in the accompanying joint proxy statement/prospectus, MasterCraft will acquire Marine Products through the merger of Merger Sub 1 with and into Marine Products, which transaction is referred to as the " first merger ". Marine Products will survive the first merger and become a direct, wholly owned subsidiary of MasterCraft. In addition, as more fully described in the accompanying joint proxy statement/prospectus, immediately following the completion of the first merger, Marine Products will merge with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, wholly owned subsidiary of MasterCraft, which transaction is referred to as the " second merger " and, together with the first merger, the " mergers ". If the first merger is completed, Marine Products stockholders will be entitled to receive (i) 0.232 shares of MasterCraft common stock, which is referred to as the " stock consideration ", and (ii) $2.43 in cash, without interest, which is referred to as the " cash consideration ", for each share of Marine Products common stock that they hold immediately prior to the completion of the first merger. The stock consideration and the cash consideration are collectively referred to as the " merger consideration ". The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the consummation of the first merger. The merger consideration will not be deliverable with respect to (i) shares of Marine Products common stock that are directly owned by Marine Products, any subsidiary of Marine Products, MasterCraft, Merger Sub 1 or Merger Sub 2 immediately prior to first merger, each of which will be canceled and will cease to exist upon the completion of the first merger, (ii) shares of Marine Products common stock that are held by a holder of record or beneficial owner (as defined in Section 262 of the Delaware General Corporation Law) who is entitled to demand and properly demands, and does not properly withdraw or otherwise lose its rights to, appraisal of such shares pursuant to Section 262 of the Delaware General Corporation Law and (iii) certain Marine Products restricted stock awards granted in 2026 and held by employees who continue with the combined company following the closing of the mergers. MasterCraft stockholders will continue to own their existing shares of MasterCraft common stock, the form of which will not be changed by the transaction. Upon completion of the mergers, former Marine Products stockholders will own approximately 33.4% of the then outstanding MasterCraft common stock and MasterCraft stockholders will own the remaining 66.6%, based on the number of shares of MasterCraft and Marine Products outstanding as of March 30, 2026, the last practicable trading day before the date of the joint proxy statement/prospectus, and assuming no Marine Products stockholders exercise appraisal rights. Table of Contents The value of the merger consideration to be received in exchange for each share of Marine Products common stock will fluctuate with the market value of MasterCraft common stock until the first merger is completed. Based on MasterCraft's closing stock price on February 4, 2026, the implied value of the merger consideration was $7.79 per share of Marine Products common stock. Based on MasterCraft's closing stock price on March 30, 2026, the l

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